COMMERCIAL LEASE
THIS LEASE made and entered into as of the 9th day of December , 1998, by
and between Xxxx X. Roschrnan hereinafter referred to as Landlord and Vista
Vacations International, Inc. Located at 0000 X. X. 00xx Xxxxx, Xxxxx Xxxxxxx,
XX 00000 hereinafter referred to as "Tenant" :
ARTICLE I. PREMISES: WITNESSETH:
That Landlord, for and in consideration of the rents, covenants and
conditions hereinafter contained to be performed and observed by Tenant, does
hereby demise and lease to Tenant the premises described in Exhibit " A "
attached hereto and made a part hereof, which premises are located at 5653 N. W.
29th Street, Margate , Broward County, Florida, .
ARTICLE 2. TERM:
The term of this Lease shall be for Two Years, commencing on January 1,
1999 and expiring on December 31. 2000.
ARTICLE 3. RENT:
A. Base Rental:
Tenant shall pay to Landlord annual base rent for the demised premises as
follows;
For the first year rent shall be in the amount of: Fourteen Thousand Two
Hundred Fifty Six Dollars ($14.256.00) to be paid in equal monthly installments
of One Thousand One Hundred Eighty Eight Dollars ($1.188.00) due on the first
day of each and every month Commencing January 1, 1999 and continuing thru
December 31, 1999.
For the second year rent shall be in the amount of: Fourteen Thousand Nine
Hundred Sixty Four Dollars ($14.,964.00) to be paid in equal monthly
installments of One Thousand Two Hundred Forty Seven Dollars ($1.247.00) due on
the first day of each and every month Commencing January 1, 2000 and continuing
thru December 31,.2000.
For purposes of this Lease, Base Rent and all other additional rent and
payments due Landlord are collectively referred to as "rent." Tenant shall pay
to Landlord monthly all sales taxes from time to time imposed by any
governmental authority in connection with rent paid by Tenant under this Lease.
If any installment of rent or any other sum payable to Landlord under the terms
of this Lease is not paid within ten days of due date, then Tenant shall pay to
Landlord a late payment and service charge covering administrative and overhead
expenses of One Hundred Dollars ($100.00). In addition, Tenant shall also pay to
Landlord an amount equal to eighteen percent ( 18% ) per annum until all
required payments are made, from the date on which any sum shall be due and
payable.
Rental shall be payable on the first day of each and every month without
demand at the address of Landlord as set forth in Article 29 or at such other
place and to such other person or entity as the Landlord may from time to time
designate in writing.. The accrual of rent hereunder shall begin with the
commencement of the term of this lease and the first rental payment shall be
adjusted for the proportionate fraction of the whole month.
B. RECEIPT OF LATE PAYMENTS:
Date of receipt of payment by Landlord will be considered to be one day
after the United States Postal Service post xxxx, the date payment was sent by
way of overnight carrier such as Federal Express or U. P. S., or the actual date
of delivery if Hand Delivered. Landlord's acceptance of any partial rent payment
will be treated as partial payment on account Landlord's acceptance of any
partial payment shall not be considered an accord and satisfaction. Furthermore
, Landlord shall have the right to collect the balance due in accordance with
this lease.
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ARTICLE 4. RIGHT TO RELOCATE
Provided that Tenant is not in default in any way or manner Tenant shall
have the option to relocate ( at Tenants expense) to any available suite in
Coral Gate Professional Plaza which is available for rent and remains under the
ownership of Xxxx X. Roschrnan, In such event Tenant shall not suffer any fee or
penalty under this Lease Moreover, Tenant shall receive a new lease for a
minimum of three years; under which the rental price per square foot shall be
the same as was being paid under this lease at the time o f relocation and base
rent shall be increased by five percent at the beginning of the second year and
at the beginning of the third year of the new lease agreement.
ARTICLE 5. USE OF PREMISES:
It is contemplated by Tenant hereunder that the demised premises will be
for the operation of a Travel Agency Office and Professional office use.
Premises may also be used for Travel Agency's sales, marketing and training of
its employees and members. Tenant shall be open for business during the term of
this lease, during regular, reasonable and customary hours for the aforesaid
type of business and/or all business days, unless prevented from doing so by
causes beyond Tenant's control, such as strikes, fires or acts of God, and shall
continuously conduct its business aforesaid on the Demised Premises during the
term of this lease and at all times actively, diligently and in a first class
and reputable manner and maintain a full staff of employees, as is customary to
effectively service Tenant's customers. Any change in use must be requested by
Tenant to Landlord in writing and shall not be unreasonable withheld.
ARTICLE 6. RULES AND REGULATIONS:
Tenant covenants that Tenant, its agents, employees, and invitees will at
all times observe, perform and abide by all the rules and regulations as
promulgated by Landlord from time to time.
ARTICLE 7. COVENANT OF TITLE AND OUIET ENJOYMENT:
Landlord covenants that Landlord is well seized of and has good title to
lease the premises and does warrant and will defend the title thereto and will
indemnify the Tenant for any damage and expense which Tenant may suffer by
reason of any lien, encumbrance, restriction of defect in the title or
description herein of the premises. If at any time, Landlord's title or right to
receive rent hereunder is disputed, or there is a change of ownership of
Landlord's estate by act of the parties or operation of law, Tenant may withhold
rent thereafter accruing until Tenant has been furnished proof satisfactory to
it as to the party entitled thereto.
ARTICLE 8. SUBORDINATON AND NON-DISTURBANCE:
Subject to the provisions of this Article, this Lease shall be subject and
subordinate to the lien of any mortgage which Landlord may place upon the
premises for any reason, including to finance the cost of the improvements, and
to all terms, conditions and provisions thereof, to all advances made and to any
renewals, extensions, modifications or replacements thereof provided, however
that if this Lease is in full force and effect and there are no defaults
thereunder on the part of Tenant, Tenant's right of possession to the leased
premises and Tenant's rights arising out of this Lease shall not be affected or
disturbed by the mortgage in the exercise of any of its rights under the
mortgage or the note secured thereby, nor shall Tenant be named as a party
defendant to any foreclosure of the lien of any such mortgage, nor in any other
way be deprived of its rights under this lease. In the event the mortgagee, or
any other person, acquire title to the premises, pursuant to the exercise of any
rights or remedies under the mortgage, this lease shall not be terminated or
affected by said foreclosure or sale of any such proceedings, and the mortgagee
shall agree that any sale of the premises pursuant to the exercise of any rights
or remedies under the mortgage or otherwise shall be made subject to this Lease
and the rights of the Tenant hereunder. Tenant agrees to attorn to the mortgagee
or such other person as its new Landlord and this Lease shall continue in full
force and effect as a direct lease between Tenant and such mortgagee or such
other person, upon all terms, covenants and agreements set forth in this lease.
The parties hereto agree to execute or obtain execution of such reasonable
documents as may be necessary to insure compliance with the subordination and
non-disturbance provisions of this Article, including, but not limited to a
non-disturbance agreement executed by any such mortgagee setting forth the
provisions of this Article 8.
ARTICLE 9. COMPLIANCE WITH LAWS AND ORDINANCES:
Tenant shall comply with all Federal, State, County and City laws and
ordinances and all rules and regulations of any duly constituted authority
present or future affecting or respecting the use or occupancy of the demised
premises by Tenant, or the business at any time thereon transacted by Tenant or
any assignee or sub-Tenant of Tenant, after the commencement of the term of this
Lease. Tenant shall, at all times, keep the demised premises, the building
thereon and all appurtenances, in a clean and sanitary condition, according to
the applicable statutes, city ordinances and the directions and regulations of
the proper authorities.
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ARTICLE 10. CONDITION OF PREMISES
Tenant hereby accepts the premises in the condition they are in at the
beginning of this lease. Except for Landlords Improvements described in Article
13(a) Tenant accepts the premises in its "AS I" condition.
ARTICLE 11: SECURITY DEPOSIT:
Concurrently with Tenant's execution of this lease, Tenant security in the
amount of $ 1,188.00 shall be held by Landlord as security for the faithful
performance by Tenant hereof. If Tenant defaults with respect to any provisions
of this lease, including but not limited to the provisions relating to the
payment of rent, Landlord may (but shall not be required to) use, apply or
retain all or any part of the security deposit for the payment of any rent or
any other sum in default, or for the payment of any amount which Landlord may
spend or become obligated to spend by reason of Tenant's default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or applied
Tenant shall, within five (5) days after written demand thereof, deposit cash
with Landlord in an amount sufficient to restore the security deposit to its
original amount and Tenant's failure to do so shall be a default under the
Lease. Landlord shall not be required to keep this security deposit separate
from its general funds, and Tenant shall not be entitled to interest on such
deposit. If Tenant shall fully and faithfully perform every provision of this
lease to be performed by it, the security deposit or any balance thereof shall
be returned to Tenant (or, at Landlord's option, to the last assignee of
Tenant's interest hereunder) within ten (10) days following expiration of the
Lease Term. In the event of termination of Landlord's interest in this Lease,
Landlord shall transfer and deposit to Landlord's successor in interest.
ARTICLE 12: TRADE FIXTURES. MACHINERY AND EOUIPMENT:
Tenant agrees that all fixtures and furniture provided by Landlord shall
remain on the premises and the property of Landlord. Other personal property
kept or installed on the demised premises by Tenant shall not become the
property of the Landlord or a part of the realty, no matter how affixed to the
leased premises, and may be removed by Tenant in Tenant's discretion, at any
time, and from time to time, during the entire term of this Lease and any
renewals of said Lease, provided that Tenant is not in default under this Lease
and provided said removal of equipment does not damage the premises. Any
Furniture, fixtures, machinery , or equipment remaining in the building or on
the premises beyond the thirty days of the termination of the Lease shall become
property of the Landlord.
ARTICLE 13. ALTERATIONS AND IMPROVEMENTS:
Tenant may not make alterations, additions and improvements to the demised
premises without the written consent of Landlord, said consent shall not be
unreasonable withheld. 13(a) Landlord Improvements : Landlord shall provide the
premises with building standard commercial grade carpet comparable to 26 ounce
level loop . Landlord's cost for carpet under no circumstance shall exceed
$2,250.00. Should Tenant require a higher grade carpet, Tenant shall pay for any
cost exceeding Landlord's budget of$2,250.00. Landlord shall replace one office
window leading to the garden area with one glass door. Landlord shall remove
Landlord's items being stored in the premises within 15 days of execution of
this lease by both Landlord and Tenant. Landlord shall install one half swing
doors, outside the reception area in front of the sink area, and one full swing
door going into storage area. Landlord shall complete all other work within 30
days of the execution of this lease. Should Landlord require additional days to
complete Landlord's Improvements then Tenant's rent shall be abated on a daily
basis until Landlord's work is substantially complete to allow tenant to occupy
premises. 13(b) Tenant's Improvernents:
Except for Landlord's improvements described in 13(a) Tenant shall accept
the premises "AS IS". Tenant shall be responsible for all other improvements
necessary to make the premises suitable for Tenant's business.
ARTICLE 14. REPAIRS. MAINTENANCE. REPLACEMENT:
Tenant shall be solely responsible for maintaining the Leased Premises in
good, clean, safe, and attractive condition, for keeping the same clean and free
of trash and debris. Landlord shall be responsible for the repair and
maintenance of the heating, ventilation, air conditioning, plumbing and
electrical systems. In the event Landlord chooses to purchase a maintenance
contract to provide for said HV AC systems, Tenant shall share the expense of
said maintenance contracts not to exceed $500 per year . Landlord shall be
responsible for structural and roof repairs provided that repairs are not
necessary due to the negligence of Tenant. Tenant shall have the right to
replace any structures, fixtures and equipment provided by Landlord under this
Lease at such time as the same are in need of replacement (subject to Article 13
above ), and possession of all such replacement structures, fixtures and
equipment shall be surrendered up to Landlord along with delivery of the Leased
Premises and the facility at the end of the Term and/or Extended Term. Should
Landlord fail to repair any roof leak or structural defects which were not
caused by negligence of the Tenant and or it's invites then Tenant shall have
the option to make necessary repairs at Tenant's sole cost and expense or
terminate the lease by giving Landlord written notice. Tenant shall not commence
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or permit the commencement of any leasehold improvements of the Leased Premises
or the renovation, enlargement, demolition or material modification of any part
of the Facility except with the prior written approval of Landlord in each
instance; following each instance in which such approval has been granted,
Tenant shall provide copies of as-built drawings of same promptly upon
completion. Tenant shall keep premises free and clear of any and all mechanics
liens for the duration of this lease. This Article shall survive Termination or
expiration of this Lease.
Tenant shall, for the duration of the Lease term and any extensions
thereof, at its own cost and expense, keep and maintain or cause to be kept and
maintained in good condition and repair, ordinary wear and tear and the
provisions of Article 19 hereof excepted, all buildings and improvements at any
time erected on the demised premises and shall use all reasonable precaution to
prevent waste, damage or injury to said buildings and improvements. Tenant (if
third persons are not obligated with respect thereto) shall also at its own
expense maintain, keep open, free from obstruction and in good repair, all
electric, water, sewer and other utility lines and connections, conduits, pipes,
catch basins, manholes, poles, lighting fixtures and other related facilities
situated in, under or on the premises. Tenant shall also at Tenant's expense
maintain in good condition the landscaping and provide for trash removal.
ARTICLE 15. CONSTRUCTION LIENS:
A. Tenant shall not suffer or permit the interest of Landlord in the Premises
to be subject to any construction, mechanics' or materialmen's liens or
other liens of any kind.
B. In order to comply with the provisions of Section 713.10 Florida Statutes,
it is specifically provided that neither Tenant nor anyone claiming by,
through or under Tenant, including but not limited to contractors,
subcontractors, materialmen, mechanics and laborers, shall have any right
to file or place any kind of lien whatsoever upon the Premises or any
improvement thereon, and any such liens are specifically prohibited. Tenant
shall put all parties with whom Tenant may deal on notice that Tenant has
no power to subject Landlord's interest to any claim or lien of any kind or
character, and all such persons so dealing with Tenant must look solely to
the credit of Tenant, and not to Landlord's interest or assets.
C. If at any time a lien or encumbrance is filed against the Premises as a
result of Tenant's work, materials or obligations, Tenant shall cause same
to be removed within ten ( 10) days from the date it is filed. I f said
lien or encumbrance has not been removed within ten (10) days from the date
it is filed, Tenant agrees to deposit with Landlord cash in an amount equal
to one hundred fifty percent (150%) of the amount of the lien, to be held
by Landlord (without interest to Tenant, except as may be required by law)
until the lien is discharged. ARTICLE 16. TAXES:
Landlord shall be responsible for real estate/property taxes assessed
against the Premises.
ARTICLE 17. UTILITIES:
Tenant agrees that it will pay all costs for water, sewer, gas and electric
current and other utilities used, consumed or wasted upon or in connection with
the demised premises during the term hereof and of any renewals thereof, as and
when the charges for the same shall become due and payable. Landlord shall not
be held liable for any failure or interruption of utilities provided to Tenant.
ARTICLE 18. INSURANCE REOUIREMENTS:
Tenant shall maintain, at its sole cost, the insurance coverages set forth
below with companies satisfactory to Landlord with full policy limits applying,
but not less than as stated. With the exception of Workers Compensation
insurance policies, all such policies shall be endorsed to show Landlords
additionally insured and additional loss-payee. Certificates evidencing the
required insurance coverages shall be delivered to Landlord prior to the
Effective Date of this Agreement. Such certificates shall provide that any
change restricting or reducing coverage or the cancellation of any policies
under which certificates are issued shall not be valid a..' respects Landlord's
interest until Landlord has received thirty (30) days notice in writing of such
change or cancellation. Further, it shall State that it is primary coverage and
not concurrent or excess over other valid insurance which may be available to
Landlord.
Workers Compensation Insurance as required by laws and regulations
applicable to and covering employees of Tenant engaged performance of the work
under this Agreement.
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Employer's Liability Insurance protecting Tenant against common law
liability, in the absence of statutory liability, for employee bodily injury
arising out of the master-servant relationship with a limit of not less than
$1,000,000.00.
Commercial General Liability Insurance including products/completed
operations with limits of liability of not less than $500,000 per occurrence.
This policy shall cover, among other risks, the contractual liability assumed
under the indemnification provision set forth in this Agreement.
Nothing contained in these provisions relating to coverage and amounts
shall operate as a limitation of Tenant's liability in tort or contract under
the terms of this Agreement, and shall survive termination or expiration of this
Lease.
ARTICLE 19. CASUALTY INSURANCE/TENANT'S OBLIGATION TO REBUILD:
Tenant, at its own cost and expense, shall obtain and maintain throughout
the Term and any Extended Term, as the same may from time to time be extended,
for the benefit of Tenant and Landlord as their interest may appear, In a
Commercial General Liability Policy as Landlord shall reasonably approve, with a
deductible which does not exceed an amount approved in writing by Landlord and
with standard coverage endorsement for the benefit of Landlord. Prior to
Commencement of the Term and at least thirty (30) days prior to the expiration
of any policy or policies previously provided by Tenant hereunder, Tenant shall
cause a certificate of insurance to be furnished to Landlord evidencing such
coverage, and providing that the policy or policies will not be canceled nor the
limits thereunder materially changed without first providing Landlord with at
least thirty (30) days prior written notice thereof. 1fTenant shall not comply
with its covenants made in this Section, Landlord shall have the right, but not
the obligation, to cause insurance as aforesaid to be issued, and in such event
Tenant agrees to pay the premium for such insurance as additional rent upon the
demand of Landlord. Tenant shall promptly rebuild, repair and restore the same
to the condition they were in prior to any occurrence caused by Tenant. Damage
to the Facility shall not cause an abatement of Tenant's obligation to pay rent
to Landlord or to make any other payments required to be made by Tenant under
this Lease.
ARTICLE 20. MUTUAL WAlVER OF SUBROGATION:
Notwithstanding anything else contained and to the extent that the same can
be done without invalidating either party's insurance coverage, Landlord and
Tenant hereby waive any and all rights of subrogation as between them with
respect to any and all insurance carried by either party on or relating to the
Properties, and each party agrees to provide the other with written evidence
that all such policies have been so endorsed if the same is required under the
policies.
If Landlord is required by a mortgagee, which shall be a holder of record
of any mortgage covering the premises, to carry and maintain a policy of
insurance for such coverage, such policy shall be furnished by Tenant and name
the mortgagee as an additional named insured; such insurance may be carried
under so called blanket policy or policies.
Tenant shall indemnify and save Landlord harmless against and from any and
all liabilities, losses, damages, injuries, costs and expenses as hereafter may
occur, arise, or be claimed to occur or arise directly or indirectly from or out
of: (a) any failure by Tenant to make any payment to be made by it hereunder or
fully to perform and observe any obligation or condition to be performed and
observed by Tenant hereunder, or (b) any cause whatsoever on, about or relating
to the premises during the term of this Lease, however, or by whomever caused,
whether due in whole or in part to the negligent acts or omissions on the part
of Tenant, or anyone else not party to this Lease and any negligent acts caused
by negligence on the part of Landlord and Tenant, and whether such acts or
omissions are active or passive in character, including, without limitation, any
use, misuse, possession, occupancy or un-occupancy of the premises by anyone
during the term of this Lease, or any failure by Tenant to perform and observe
all obligations and conditions to be performed and observed by it under this
Lease, or (c) any cost or expenses incurred or paid by Landlord in connection
with the foregoing, including reasonable attorney fees or other costs or
expenses in prosecuting or defending any of the foregoing, whether litigated or
un-litigated. Tenant shall maintain at its cost comprehensive general liability
insurance in the amount of One Million Dollars ($1,000,000.00) insuring against
any liability, loss, damage, injury cost or expense against which Tenant has
agreed hereunder to indemnify and hold Landlord harmless. Such insurance may be
maintained under a so called blanket policy or policies.
ARTICLE 21. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS:
If Landlord's improvements on the demised premises shall be damaged or
rendered untenantable by fire or other casualty, the Landlord shall within
thirty (30) days from the date of said damage or destruction commence to repair
or replace said improvements according to Tenant's the current plans and
specifications so that the Tenant may continue with occupancy and the same shall
be completed within sixty (60) days thereafter. However Landlord's obligation to
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pay for the cost of rebuilding or repairing any such damage or destruction to
the improvements located on the demised premises shall be limited to the
insurance monies payable by reason of such damage or destruction and if the cost
of repairing or replacing said improvements according to Tenant's then current
plans and specifications shall exceed this amount it shall be Tenant's
responsibility to either (a) pay to Landlord all additional monies required to
pay for such repair or replacement (b) require Landlord to pay such excess and
increase the base rental payable hereunder by thirteen (13%) percent of the
costs incurred by Landlord which shall be in excess of the insurance monies
payable. However, it is further agreed that the rent herein required to be paid
shall xxxxx during said period of untenantability or if the improvements shall
be damaged but not rendered untenantable thereby, the rental shall xxxxx in an
amount proportionate to the decrease in the utility of the premises. In the
event Landlord has not commenced construction, or has not notified Tenant that
he intends to commence construction within fifteen ( 15) days from the date of
such damage, then, and in that event, Tenant may either (a) terminate this Lease
Agreement by giving written notice of such tenmination in accordance with
Article 29 hereof, or (b) Tenant may thereupon and without further notice to
Landlord commence to repair or replace said building with Tenant having access
to the insurance proceeds, if any, available by reason of such damage or
destruction. In the event Tenant makes such repairs or replacements, Landlord
shall be Liable to the Tenant for any and all costs and expenses of Tenant in
making the same and Landlord shall be required to reimburse Tenant for any such
costs and expenses of Tenant for any costs which Tenant expends for replacement
or repair of the improvements which shall be in excess of the insurance proceeds
payable by reason of such damage or destruction. If Landlord fails to reimburse
Tenant within thirty (30) days after receiving Tenant's invoice, Tenant shall
have the right to deduct the amount of the invoice from rental payments due to
Landlord and or institute legal action in Law or equity to recover its expenses.
It is agreed by the parties that if the building cannot be replaced or repaired
within ninety (90) days after such damage to the building, due to the inability
of either party to obtain materials or labor needed, strikes or acts of God or
governmental restrictions that would prohibit, limit, or delay said
construction, then the time for completion of said repairs and replacements
shall be extended accordingly, provided, that in any event, if the repair or
replacement of the building has not been complete within a period of One Hundred
Twenty (120) days from the date of such damage or destruction, Tenant and/or
Landlord may, and in addition to other remedies available hereunder, elect to
terminate this Lease. In the event of any damage or destruction occurring in the
last twelve (12) months of the original term of this Lease or during any
extension of the term, to the extent of fifty percent (50%) or more of the
insurable value of the building, Tenant may, at its option, to be evidenced by
notice in writing giving to the Landlord within thirty (30) days after the
occurrence of such damage or destruction, in lieu of repairing or replacing such
building elect to terminate this lease as of the date of said damage or
destruction. All insurance proceeds payable on account of such damage or
destruction shall be paid to Landlord.
ARTICLE 22. EMINENT DOMAIN:
If the whole or any part of the demises premises shall be taken for any
public or quasi public use under any statute or by right of eminent domain or by
private purchase in lieu thereof; Tenant reserves unto itself the right to
prosecute its claim for an award bases upon injury caused to its leasehold
interest by such taking, without impairing any rights of Landlord for the taking
of or injury to the reversion. 1n the event a part of the demised premises shall
be taken and that (a) the part so includes the building on the demised premises
or any part thereof or (b) the part so taken shall remove from the premises
twenty percent (20%) or more of the front depth of the parking area thereof or
(c) the part so taken shall consist of twenty-five percent (25% ) or more of the
total parking area or ( d) such part so taken shall result in cutting off direct
access from the demised premises to any adjacent public street or highway, then,
and in any such event, the Tenant may at any time either prior to or within a
period of sixty (60) days after the date when possession of the premises shall
be required by the taking authority elect to terminate this Lease. In the event
that Tenant shall fail to exercise any such option to terminate this Lease or in
the event that a part of the demises premises shall be taken by circumstances
under which the Tenant will have no such option, then the Landlord shall, at its
own cost and expense and with reasonable promptness, restore the remaining
portion of the demised premises to the extent necessary to reconstitute the
improvements thereon as a complete architectural unit, susceptible to the same
use as that which was in effect immediately prior to such taking and the base
rental payable under the provisions of this Lease shall be equitably reduced
according to the decrease in the utility of the premises for the Tenant's
intended use and the effect thereof upon the business of Tenant.
ARTICLE 23. ASSIGNMENT AND SUBLETTING:
Tenant may not, without the prior written consent of Landlord, assign,
sublet or encumber this Lease or its rights hereunder. In the event of any
assignment or subletting, Tenant shall remain liable for the payment of all
rents required to be paid hereunder and for the performance of all terms,
covenants and conditions herein undertaken by Tenant and Landlord may exercise
other rights afforded it hereunder.
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ARTICLE 24. SIGNS:
Tenant shall not paint or install any signs on the Premises without the
written consent of Landlord which consent shall be in the sole discretion of
Landlord. All signs shall be removed by Tenant upon the termination or
expiration of the Lease at Tenant's expense and the Premises shall be restored
to their original position.
ARTICLE 25. REMEDIES OF Landlord:
If Tenant shall fail to pay any installment of rent promptly on the day
when the same shall become due and payable hereunder, and shall continue in such
default for a period often (10) days, or if Tenant shall fail to promptly keep
and perform any other affirmative covenants of this lease, strictly in
accordance with the terms of this Lease and shall continue in default for a
period of fifteen ( 15) days after written notice thereof by Landlord of default
and demand of performance, then and in any such event and as often as any such
event shall occur , Landlord may (a) declare the said term ended, and enter into
said premises, or any part thereof, either with or without process of law and
expel Tenant or any person occupying the same in or upon said premises, using
such force as may be necessary, and to repossess and enjoy said premises as in
the Landlord's former estate; or (b) relet the premises applying said rent from
the new tenant of the demised premises against the rent payable by Tenant
hereunder and Tenant shall be responsible for no more than the balance that may
be due, should a balance exist. However if any default shall occur, other than
the payment of money, which cannot with due diligence be cured within a period
of thirty (30) days, and if Tenant prior to the expiration of(30) thirty days
from and after the giving of the notice as aforesaid, eliminates the cause of
such default, then Landlord shall not have the right to declare the term ended
by reason of such default.
ARTICLE 26. LANDLORD'S ACCESS TO PREMISES:
Landlord shall have reasonable rights of access to the demised premises for
the purpose of inspecting the condition thereof from time to time throughout the
term of this Lease and any renewals thereof. Landlord shall also have the right
during the last two (2) months of the Lease term or any renewal thereof to show
the demised premises to any prospective tenant at reasonable times during
business hours and place any rental or "For Rent" signs on or about the
Premises.
ARTICLE 27. SURRENDER OF PREMISES:
Tenant shall, after the last day of the term or any extension thereof, or
upon any earlier termination of such term, surrender and yield up to Landlord
all of Landlord's Improvements on such premises in good order, condition, and
state of repair, reasonable wear and tear and the provisions of article 19
hereof excepted. AR\TICLE 28. HOLDING OVER:
In the event Tenant continues to 0ccupy the premises after the first day of
the term hereby created, or after the last day of any extension of said term,
and the Landlord elects to accept rent thereafter, a tenancy from month to month
only shall be created under and subject to all other provisions contained herein
and Landlord shall be entitled to collect any additional rental amounts to the
maximum amount permitted under Florida law. ARTICLE 29. SERVICE OF NOTICE:
Every notice, approval, consent or other communication authorized or
required by this Lease shall not be effective unless the same shall be in
writing and sent postage prepaid by United States registered or certified mail,
return receipt requested. and if for Landlord shall be addressed to: Xx. Xxxx X.
Roschrnan 0000 X. X. 00xx Xxxxxx, Xxxxxxx, XX, 00000, and if for Tenant shall be
addressed to :5653 X. X.00xx Xxxxxx. Xxxxxxx. FI. , or such other address as
either party may designate, by notice given from time to time in accordance with
this Article. Any notice given in accordance with the provisions of this Article
shall be deemed to have been given as of the date such notice shall have been
placed in the United States Postal Service. The rent payable by Tenant hereunder
shall be paid to Landlord at the same place where a notice to Landlord is herein
required to be directed.
ARTICLE 30. SUCCESSORS AND ASSIGNS:
The terms, conditions, and covenants of this lease shall be binding upon
and shall inure to the benefit of each of the parties hereto, their heirs,
personal representatives, successors or assigns, and shall run with the land,
and where more than one party shall be Landlord under this Lease, the word
Landlord whenever used in this Lease shall be deemed to include all Landlords
jointly and severally.
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ARTICLE 31. LIMITATION OF LANDLORD'S LIABILITY:
The obligations of Landlord under this Lease do not constitute personal
obligations of l,andlord or the individual partners, shareholders, directors,
officers, employees or agents of Landlord, and Tenant shall look solely to
Landlord's interest in the Premises and Center, and to no other assets of
Landlord, for satisfaction of any liability in respect of this Lease, and will
not seek recourse against the individual partners, shareholders, directors,
officers, employees or agents of Landlord or any of their personal assets for
such satisfaction. No other properties or assets of Landlord shall be subject to
levy, execution. or other enforcement procedures for the satisfaction of any
judgment ( or other judicial process) or for the satisfaction of any other
remedy of Tenant arising out of or in connection with this Lease, the
relationship of landlord and Tenant, or Tenant's use of the premises.
ARTICLE 31.(b) PERSONAL PROPERTY LIABILITY
All personal property placed or moved in the premises above described shall
be at the risk of the Tenant or Owner thereof, and Landlord shall not be liable
for any damage to said personal property, or to the Tenant arising from bursting
or leaking water pipes, or from any act of negligence of any co- tenant of
occupants of the building or of any other person whomsoever .
ARTICLE 32. SALE:
In the event the original Landlord hereunder, or any successor owner of the
Center, shall sell or convey, or otherwise transfer the Center, aI1liabilities
and obligations under this Lease on the part of the original Landlord, or a
successor owner, accruing thereafter shall terminate and thereupon all such
liabilities and obligations shall be binding upon the new owner. Tenant and any
assignee or subTenant of Tenant hereby agrees to attorn to any such new owner .
ARTICLE 33. Landlord'S RESERVED RIGHTS:
Without notice and without liability to Tenant, Landlord shall have the
right to grant utility easements or other easements in, or re-plat, subdivide or
make other changes in the legal status of the land underlying the Premises as
Landlord shall deem appropriate in its sole discretion, provided such grant or
changes do not substantially interfere with Tenant's use of the Premises for the
use as set forth in Article 5; (ii) sell the Premises (or any portion(s)
thereof) and assign this Lease, to the purchaser, and upon such assignment
Landlord shall be released from all of its obligations under this Lease and
Tenant agrees to attorn to such purchaser, or any other successor or assign of
Landlord through foreclosure or deed in lieu of foreclosure or otherwise, and to
recognize such person as successor Landlord under this Lease; (iii) change the
name or street address of the Premises; (iv) install and maintain signs on the
Premises; and (v) make such Rules and Regulations as, in the sole discretion of
Landlord, may be needed from time to time for the safety of the Premises, the
care and cleanliness of the Premises, and the preservation of good order
therein.
ARTICLE 34. LANDLORD'S LIEN:
To secure the payment of all Rents due and to become due hereunder, and the
faithful performance of all other terms, covenants, agreements and conditions of
Tenant under this Lease, Tenant hereby grants to Landlord an express contract
lien on and security interest in all personal property, fixtures, furnishings or
merchandise which may be placed in or on the Premises, together with any
insurance or other proceeds thereof. All exemption laws are hereby waived by
Tenant. This lien and security interest are given in addition to, and shall be
cumulative to, Landlord's statutory lien(s).. In an Event of Default, Landlord
shall have the right, but not the obligation, to remove such property from the
Premises and to store such property in any place selected by Landlord
(including, without limitation, a public warehouse), at the expense and risk of
the owner(s) thereof, and to sell or otherwise dispose of such property, with or
without notice, in such manner as Landlord shall determine in its sole
discretion, and Landlord further shall be entitled to become the purchaser of
any such property upon offering the highest price at any sale thereof. The
proceeds of any such sale shall be applied, first to the costs of such sale,
second to any costs of storage and removal, third to the payment of any damages
or-other sums of money which may be due from Tenant to Landlord under any of the
terms hereof or otherwise, and the balance, if any, to be paid to Tenant or
whosoever shall be entitled to the same.
ARTICLE 35. RECORDING:
This Lease shall not be recorded. However if either of the parties hereto
desire to record a statutory memorandum of this Lease, Landlord and Tenant agree
to execute and deliver to the other a memorandum of this Lease containing only
minimum statutory requirements, which memorandum of Lease may then be recorded
in the appropriate office of the County within which the demised premises is
located.
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ARTICLE 36. COMMISSIONS:
Landlord and Tenant hereby warrant and represent to the other that it has
had no dealing with any Real Estate broker or agent {other than Landlord's agent
Xxxxxx Xxx} ,in connection with Lease, and Landlord and Tenant further hereby
warrant to the other that it shall indemnify the other party as to any liability
for the payment of any real estate broker's commission claimed to be payable by
reason of services performed by said broker pursuant to the request or either
Landlord or Tenant. Landlord acknowledges that Landlord shall be responsible for
payment or broker's commission to Xxxxxx Xxx in connection with this Lease.
ARTICLE 37. AMENDMENTS:
No waivers, alterations, or modifications of this Lease or other agreements
in connection therewith shall be valid unless in writing duly executed by both
Landlord and Tenant herein.
ARTICLE 38. ESTOPPEL CERTIFICATE:
Tenant agrees to provide at any time, within five (5) days of Landlord's
written request, a statement certifying that this Lease is unmodified and in
full force and effect or, if there have been modifications, that same is in full
force and effect as modified and stating the modifications, and the dates to
which the rent or other charges have been paid in advance, if any. It is
intended that any such statement delivered pursuant to this Section may be
relied upon by any prospective purchaser or mortgagee of the Premises. If Tenant
fails to execute such statements within ten (10) days after written request by
Landlord therefor, Tenant shall be deemed to have approved the contents of any
such statements submitted to Tenant by Landlord and Landlord is authorized to so
certify .
ARTICLE 39. INV ALIDITY OF PROVISIONS:
If any term, coyenant, condition or provision of this lease or the
application thereof to any person or circumstance shall, at any time, or to any
extent, be inyalid or unenforceable, the remainder of this Lease or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby; and each term, covenant, condition and provision of this Lease shall be
valid and enforceable to the fullest extent permitted by law.
ARTICLE 40. RADON GAS:
Radon is a naturally occurring radioactive gas that when it has accumulated
in a building in sufficient quantities, may represent health risks to persons
who are exposed to it over time. Levels of radon that exceed Federal and State
guidelines have been found in buildings in Florida. Additional information
regarding Radon and Radon testing may be obtained from your county public health
unit.
ARTICLE 41. BANKRUPTCY, INSOLVENCY
If the Tenant shall become insolvent or if bankruptcy proceedings shall be
begun by or against the Tenant, before the end of this lease term the Landlord
is hereby irrevocably authorized at its option, to forthwith cancel this lease,
as for default. Landlord may elect to accept rent from such receiver, trustee,
or other judicial officer during the term of their occupancy in their fiduciary
capacity without effecting Landlord's rights as contained in this contract. No
receiver, trustee, or other judicial officer shall ever have any right, title or
interest in or to the above described premises by virtue of this contract.
ARTICE 42. CAPTIONS:
The captions appearing in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope of
intent of such articles of this Lease.
ARTICLE 43. OPTION TO RENEW:
Landlord grants tenant One (1) Two (2) year Option to renew this lease with
3 months prior written notice. Rent for Renewal term shall be the previous years
rent increased by Five Percent (5%). The second year of the option period shall
also have a Five Percent (5%) escalation over prior years rent.
ARTICLE 44. ENTIRE AGREEMENT:
This Lease supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to the demised premises and
contains all of the covenants, agreements, and other obligations between the
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ARTICLE 45: CITY OF MARGATE APPROVAL
Subject to approval for occupational license, including police and fire.
IN WITNESS WHEREOF, the parties hereto have set their hands to duplicates
hereof, this 10TH day of December, 1998. Signed and acknowledged in the presence
of:
Landlord:
Xxxx A Roschrnan
By:: /s/ Xxxx n A Roschman
Tenant:
VISTA VACATIONS INTERNATIONA, INC.
By: /s/ Xxxx Xxxxxx
State of FLORIDA
County of BROWARD
Before me personally appeared Xxxx X. Xxxxxxxx to me well known and known to me
to be the Landlord in the foregoing instrument, and acknowledged to and before
me that he executed said instrument for the purposes therein expressed.
WITNESS my hand and official seal, this 10TH day of December, A.D.., 1998.
/s/ XXXX XXX XXXXXXX
Notary Public
State of FLORIDA
County of
Before me personally appeared Xxxx Xxxxxx to me well known and known to me to be
the President of Visa Vacations International, Inc. in the foregoing instrument,
and acknowledged to and before me that - executed said instrument for the
purposes therein expressed.
WITNESS my hand and official seal, this 10th day of December A.D., 1998.
/s/ XXXX XXX XXXXXXX
Notary Public
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